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Section 1: 8-K (FORM 8-K)

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 18, 2020

  

SAGA COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Florida 1-11588 38-3042953
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

73 Kercheval Avenue

Grosse Pointe Farms, MI

48236
(Address of Principal Executive Offices) (Zip Code)

   

Registrant’s telephone number, including area code: (313) 886-7070

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading symbol(s) Name of each exchange on which registered

Class A Common Stock,

par value $0.01 per share

SGA NASDAQ

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

  

 

 

   

 

  

Item 8.01 Other Events

 

On June 18, 2020, Saga Communications, Inc. announced that its Board of Directors is temporarily suspending its quarterly cash dividend in response to the continued economic uncertainty of the ongoing impact of COVID-19, as set forth in the press release included as Exhibit 99.1 hereto.

 

Item 9.01 Financial Statements and Exhibits

  

(d)Exhibits.

 

Exhibit No.   Description
     
99.1   Press Release dated June 18, 2020.

  

   

 

 

SIGNATURES 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

 

  SAGA COMMUNICATIONS, INC.
     
     
Dated: June 18, 2020 By:   /s/ Samuel D. Bush
         Samuel D. Bush
         Senior Vice President and Chief Financial Officer

  

   

 

 

INDEX OF EXHIBITS

 

Exhibit No.   Description
     
99.1   Press release dated June 18, 2020.

   

   

 

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

 

Exhibit 99.1

 

 

Saga Communications, Inc.

Temporarily Suspends its Quarterly Cash Dividend

Due to Continued Uncertainty of the Economic Impact of COVID-19

 

Contact:

Samuel D. Bush

313/886-7070

 

Grosse Pointe Farms, MI – June 18, 2020 – Saga Communications, Inc. (Nasdaq - SGA) today announced that its Board of Directors is temporarily suspending the quarterly cash dividend in response to the continued economic uncertainty of the impact of COVID-19. Additional actions being taken to conserve the Company’s cash position include reducing planned capital spending and seeking discounts from vendors.

 

By preserving the Company’s cash position, the Company believes market conditions may present attractive acquisition opportunities.

 

The Company will consider the resumption of quarterly cash dividends in the near future as economic conditions permit.

 

Saga is a broadcasting company whose business is devoted to acquiring, developing and operating broadcast properties. Saga owns or operates broadcast properties in 27 markets, including 79 FM, 34 AM radio stations and 77 metro signals. For additional information, contact us at (313) 886-7070 or visit our website at www.sagacom.com.

 

This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “believes,” “expects,” “anticipates,” “guidance,” “intent” and similar expressions are intended to identify forward-looking statements. Key risks, including risks associated with Saga’s ability to effectively integrate the stations it acquires and the impact of federal regulation on Saga’s business, are described in the reports Saga periodically files with the U.S. Securities and Exchange Commission, including Item 1A of our Annual Report on Form 10-K. Readers should note that these statements may be impacted by several factors, including national and local economic changes and changes in the radio broadcast industry in general, as well as Saga’s actual performance. Results may vary from those stated herein and Saga undertakes no obligation to update the information contained here.

 

 

 

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